SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-6083
GREENMAN BROS. INC.
(Exact name of registrant as specified in its charter)
NEW YORK 11-1771705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Price Parkway, Farmingdale, N.Y. 11735
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 293-5300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of April 19, 1995 was $27,302,020 based on the closing price
of same stock on that date.
The number of shares of common stock outstanding as of April 19, 1995 was
5,263,040.
Documents Incorporated by reference: Certain portions of Registrant's
definitive proxy statement with respect to its 1995 Annual Meeting of
Stockholders to be filed, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, with the Commission within 120 days of the close of
Registrant's fiscal year ended January 28, 1995 are incorporated by reference
into Part III of this report.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Principal Stockholders
As of May 22, 1995, the following persons were known by the Company to own
beneficially (as defined under applicable rules of the Securities and
Exchange Commission) more than 5% of the Company's Common Stock:
<TABLE>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
<CAPTION>
<S> <C> <C>
Ryback Management Corporation . . . . . 426,900 (1) 8.1%
and/or Lindner Fund, Inc.
7711 Carondelet Avenue
Box 16900
St. Louis, MO 63105
Dimensional Fund Advisors . . . . . . . 387,000 (2) 7.4%
1299 Ocean Avenue
Suite 650
Santa Monica, California 90401
Phyllis Greenman Successor Trustee. . . 278,643 5.3%
of the Bernard Greenman Marital
Deduction Trust Under Agreement
Dated March 22, 1991
16915 River Birch Circle
Delray Beach, Florida 33445
Stanley Greenman. . . . . . . . . . . . 352,522 (3) 6.6%
105 Price Parkway
Farmingdale, New York 11735
Stewart Katz. . . . . . . . . . . . . . 344,107 (4) 6.4%
105 Price Parkway
Farmingdale, New York 11735
</TABLE>
1.Based upon information contained in a Schedule 13G filed with the
Securities and Exchange Commission on January 25, 1995. Such Schedule states
that as of December 31, 1994, the beneficial owner has sole voting and
investment power as to 426,900 shares. Ryback Management Corporation
("Ryback"), a registered investment advisor, is deemed to have beneficial
ownership of 426,900 shares of the Company's common stock, 325,300 shares
(6.2%) of which are held by Lindner Fund, Inc., a registered investment
company, for which Ryback serves as investment advisor.
2.Based upon information contained in a Schedule 13G filed with the
Securities and Exchange Commission on January 30, 1995. Such Schedule states
that the beneficial owner has sole voting power as to 245,300 shares and sole
investment power as to 387,000 shares. Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, is deemed to have
beneficial ownership of 387,000 shares of Greenman Bros. Inc. stock as of May
22, 1995, all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company, or in series
of the DFA Investment Trust Company, a Delaware business trust, or the DFA
Group Trust and the DFA Participating Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund Advisors Inc.
serves as investment manager. Dimensional disclaims beneficial ownership of
all such shares.
3.Includes 18,750 shares owned of record by Stanley Greenman as custodian
for a minor child and 112,500 shares issuable upon the exercise of options
currently exercisable or exercisable within 60 days from May 22, 1995.
4.Includes 181,200 shares owned of record and beneficially by Stewart Katz's
wife and 37,907 shares owned of record by Mr. Katz's wife as custodian for
minor children and 112,500 shares issuable upon the exercise of options
currently exercisable or exercisable within 60 days from May 22, 1995.
Management
As of May 22, 1995 each director and nominee for director of the Company, and
the Three Named Officers (as defined in "Executive Compensation" below) and
executive officers, nominees and directors of the Company as a group,
beneficially owned (as defined under applicable rules of the Securities and
Exchange Commission) shares of the Company's Common Stock as follows:
<TABLE>
Amount Percent of
and Nature of Class as of
Beneficial Ownership (1) May 22, 1995
<CAPTION>
<S> <C> <C>
Stanley Greenman . . . . 352,522 (2) 6.6%
Stewart Katz . . . . . . 344,107 (3) 6.4%
Lester Greenman. . . . . 182,500 3.5%
William A. Johnson, Jr. 22,250 *
Robert Stokvis . . . . . 13,625 *
Joshua Biblowitz . . . . 7,500 *
Barry W. Ridings . . . . 3,500 *
Joseph A. Madenberg. . . 3,000 *
Robin L. Farkas. . . . . 3,000 *
Irwin Tantleff . . . . . -0- *
All executive officers,
nominees and directors,
as a group (10 persons) 932,004 16.9%
*Less than 1%.
</TABLE>
1.Includes shares issuable upon exercise of options currently exercisable or
exercisable within 60 days from May 22, 1995 as follows: Stanley Greenman
(112,500), Stewart Katz (112,500), Lester Greenman (2,500), William A.
Johnson, Jr. (21,250), Robert Stokvis (3,625), Joshua Biblowitz (5,500),
Barry W. Ridings (2,500), Joseph A. Madenberg (3,000), Robin L. Farkas
(3,000).
2.Includes 18,750 shares owned of record by Stanley Greenman as custodian
for a minor child.
3.Includes 181,200 shares owned of record and beneficially by Stewart Katz's
wife and 37,907 shares owned of record by her as custodian for minor
children.
Except as noted in the footnotes to the two tables above, the Company
believes the beneficial holders listed above have sole voting and investment
power regarding the shares shown as being beneficially owned by them.
Management controls, in the aggregate, approximately 12.6% of the
outstanding Common Stock of the Company. Management intends to vote its
Common Stock in favor of the three nominees for director set forth below.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission ("SEC") and the American Stock
Exchange initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Reporting persons
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section (16)a filing requirements
applicable to its officers, directors and greater than ten percent
stockholders were complied with except for one report covering one
transaction for each of the following officers and directors which were filed
late: Joshua Biblowitz, Robin Farkas, Stanley Greenman, Stewart Katz, Joseph
Madenberg, Robert Stokvis and Benjamin Zdatny (deceased).
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and By-Laws, the
number of directors of the Company has been set at nine members, classified
into three equal classes, which classes have staggered three year terms. The
Board of Directors proposes the election, as Class 1 directors, of the three
nominees listed below. Class 1 directors elected at the Annual Meeting will
serve until the 1998 Annual Meeting, and until their successors have been
elected and qualified. Mr. Joshua Biblowitz, a Class 1 director and a member
of the Board of Directors since 1979, has decided not to run for re-
election.
Mr. Benjamin Zdatny, a Class 2 director, passed away in April, 1995. Mr.
Zdatny had been a member of the Board of Directors since 1987. At this time,
the Board has not appointed a replacement to fill this vacancy. After a
replacement director is appointed by the Board pursuant to authority granted
by the Company's By-Laws, such director will be voted upon by the Company's
stockholders at the next Annual Meeting. The remaining Class 2 directors
continue to serve until the 1996 meeting.
The terms of office of the Class 3 directors continue until the 1997 meeting.
Unless the stockholder specifies in the proxy that authority to vote is
withheld, proxies will be voted for all of the nominees named below. In the
event any nominee is unable to or declines to serve as director at the time
of the Annual Meeting, proxies that do not withhold authority to vote for all
nominees may be voted for any substitute nominee selected by the Board of
Directors. The Board has no reason to believe, at this time, that any of the
persons named will be unable or unwilling to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION
OF THE NOMINEES LISTED BELOW.
The following table sets forth information about the nominees for election
as directors and about the directors who will continue in office, including
their principal occupations. Information relating to the number of shares
of the Company's Common Stock beneficially owned by each current director and
nominee, and by all current directors, nominees and executive officers of
the Company as a group, is set forth above under "Security Ownership of
Management and Certain Beneficial Owners."
NOMINEES FOR ELECTION AS
CLASS 1 DIRECTORS TO SERVE UNTIL 1998 MEETING
LESTER GREENMAN (1) Director since 1994
Mr. Greenman, age 40, has been a Vice President of Sony Electronic Publishing
Company ("SEPC") since 1994; prior thereto, from 1991-1994, he was Vice
President of Legal and Business Affairs for SEPC; prior thereto he was
Assistant United States Attorney in the Southern District of New York from
1990 to 1991, and an associate at the law firm of Gibson, Dunn & Crutcher
from 1987 to 1990.
BARRY W. RIDINGS Director since 1994
Mr. Ridings, age 42, has been a Managing Director of Alex. Brown & Sons
Incorporated (investment banking and securities brokerage firm) since 1990;
prior thereto, he was a Managing Director at Drexel Burnham Lambert from 1986
to 1990. Mr. Ridings is also a member of the boards of directors of Leaseway
Transportation, Norex-America, Rax Restaurants, Inc., Sub-Micron Systems,
Transcor Waste Services Corp., Tiger Direct, Inc. and Trinity Six Inc.
IRWIN TANTLEFF
Mr. Tantleff, age 60, has been a Managing Partner of Four T Associates (real
estate and financial management) since 1986 and has been adjunct Professor
of Management at New York University, Stern School of Business, since 1992;
prior thereto from 1986 to 1989 he was Corporate Senior Vice President and
director of First National Supermarkets, Inc., d/b/a Finast/Edwards, and, he
was the Founder, and from 1965 to 1986, he was the CEO of IJT Limited, d/b/a
Foodtown Supermarkets.
CLASS 2 DIRECTORS TO SERVE UNTIL 1996 MEETING
ROBIN FARKAS Director since 1993
Mr. Farkas, age 61, is currently a Private Investor; from March 1994 to March
1995, Mr. Farkas was director of Dormitory Authority of the State of New
York; from 1984 to 1992, he was Chairman of the Board, Chief Executive
Officer of Alexanders, Inc., (mass merchandise retail chain). Mr. Farkas is
also a member of the boards of directors of Insignia Financial Group, Inc.
and Refac Technology Corp.
STEWART KATZ (1) Director since 1973
Mr. Katz, age 54, has been the President, Chief Operating Officer and
Assistant Secretary of the Company since 1977. Mr. Katz has been an employee
of the Company since 1970.
CLASS 3 DIRECTORS TO SERVE UNTIL 1997 MEETING
STANLEY GREENMAN (1) Director since 1976
Mr. Greenman, age 46, has been the Chairman of the Board, Chief Executive
Officer and Treasurer of the Company since 1990. Mr. Greenman has been an
employee of the Company since 1969.
JOSEPH MADENBERG Director since 1993
Mr. Madenberg, age 58, has been the President of Joseph A. Madenberg, Inc.
(retail management consulting firm) since 1968; prior thereto, he was a
Professor of Business Administration at Suffolk County Community College
until his retirement in December 1992.
ROBERT STOKVIS Director since 1991
Mr. Stokvis, age 47, has been the President of Stokvis Enterprises, Inc.,
(distributor of materials handling equipment) for more than the past five
years.
(1)Stanley Greenman and Lester Greenman are brothers. Stewart Katz is the
brother-in-law of Stanley Greenman and Lester Greenman.
(2)Alexanders, Inc. filed for bankruptcy under Chapter 11 of the United
States Bankruptcy Code on May 15, 1992 and emerged from bankruptcy and
reorganized on October 4, 1993.
